Meeting Details

  • Meeting Type: 18th Annual General Meeting
  • Date: Tuesday, August 18, 2026
  • Time: 11:30 A.M. (IST)
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Venue: Deemed venue at registered office of the Company

Proposed Resolutions and Implications

Ordinary Businesses

1. Adoption of Financial Statements

  • To receive, consider and adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26
  • Includes Reports of Board of Directors and Auditors
  • Ordinary Resolution required

2. Re-appointment of Director

  • Appointment of Mr. Vijay Nallan Chakravarthi (DIN: 08020248) as director liable to retire by rotation
  • Ordinary Resolution required

3. Appointment of Joint Statutory Auditors

  • Appointment of M/s. R. Subramaniyan and Company LLP (FRN: 004137S/S200041) as Joint Statutory Auditors
  • To hold office for three consecutive years from conclusion of 18th AGM until conclusion of 21st AGM
  • Remuneration to be determined by Board of Directors
  • Ordinary Resolution required

Special Businesses

4. Creation of Charges on Assets

  • Approval under Section 180(1)(a) of Companies Act, 2013
  • To create charge, mortgage, lien, pledge, hypothecation or security interest on Company assets
  • Total amount shall not exceed ₹17,000 Crores at any time
  • Special Resolution required

5. Increase in Borrowing Powers

  • Approval under Section 180(1)(c) of Companies Act, 2013
  • Borrowing limit increase to exceed paid-up share capital, free reserves and securities premium
  • Total borrowed amount outstanding shall not exceed ₹17,000 Crores at any time
  • Special Resolution required

6. Issue of Non-Convertible Debentures

  • Offer and issue of NCDs up to ₹5,000 Crores in one or more tranches
  • Private placement basis during one year from date of approval
  • NCDs may be listed/unlisted, secured/unsecured, rated/unrated
  • Special Resolution required

7. Revision of Remuneration for Chairperson

  • Revision in payment of commission to Mr. PS Jayakumar (DIN: 01173236)
  • Non-Executive Independent Director and Chairperson
  • Amount: ₹2.03 Crore (excluding sitting fees) for FY 2026-27
  • Exceeds 50% of total remuneration to non-executive directors
  • Special Resolution required

8. Revision of Managerial Remuneration for MD & CEO

  • Revision in terms of remuneration for Mr. Ashish Mehrotra (DIN: 07277318)
  • Managing Director & Chief Executive Officer
  • Fixed Pay: ₹6.05 Crore per annum
  • Variable Pay: ₹3.52 Crore per annum (80% payable in FY26-27, 20% deferred)
  • Special Discretionary Payout: ₹2.10 Crore for FY26-27
  • Ratification of Special Discretionary Payout of ₹2.10 Crore for FY 2025-26
  • Special Resolution required

9. Change in ESOP Implementation Mode

  • Change from Trust Route to Direct Route for Northern Arc Employee Stock Option Plan 2016
  • Affects all ESOP Schemes: Scheme-I, Scheme-II, Scheme-IIB, Scheme-III, Scheme-IV, Scheme-IVB
  • Equity shares to be allotted directly to eligible employees
  • Consequential amendments to ESOP Plan/Schemes
  • Special Resolution required

Voting Process and Methods

  • Remote e-voting period: August 14, 2026 (9:00 AM) to August 17, 2026 (5:00 PM)
  • e-voting provider: National Securities Depository Limited (NSDL)
  • Cut-off date: Wednesday, August 12, 2026
  • Voting rights: Reckoned on paid-up value of shares registered as on cut-off date
  • Voting methods: Remote e-voting, e-voting during AGM
  • Scrutinizer: Mr. N. A Srinivasan FCS: 7257 and Advocate Registration Number: 2065/2006, Designated Partner from M/s. Genicon Legal LLP

Key Voting Outcomes and Participation

  • Results to be declared within two working days from conclusion of AGM
  • Results to be made available on Company website and NSDL website
  • Attendance through VC/OAVM counted for quorum under Section 103 of Companies Act, 2013
  • Institutional shareholders required to submit Board Resolution/Authority letter for voting

Scrutinizer's Role and Findings

  • Mr. N. A Srinivasan appointed as Scrutinizer
  • Responsible for scrutinizing remote e-voting and e-voting during meeting
  • Will collate votes from both remote e-voting and AGM e-voting
  • Submit report to Chairman or Managing Director
  • Decision on validity of votes shall be final

Compliance with Laws and Regulations

  • Compliance with SEBI (LODR) Regulations, 2015
  • Compliance with Companies Act, 2013
  • Compliance with RBI Guidelines for Appointment of Statutory Auditors
  • Compliance with SEBI (Share Based Employee Benefits) Regulations, 2021
  • Following registers available for electronic inspection during meeting:
  • Register of contracts where directors are interested under Section 189
  • Register of directors and key managerial personnel under Section 170
  • Certificate from Secretarial Auditor regarding ESOP implementation
  • Articles of Association

Additional Financial Information

  • Company asset size exceeded ₹15,000 crore threshold as per FY26 financial statements
  • Lending AUM expanded to ₹16,594 crore (22% YoY growth)
  • Distribution footprint: 432 branches (72 new branches added)
  • Net Interest Income: ₹1,377 crore (20% YoY growth)
  • Profit After Tax: ₹406 crore (33% YoY growth)
  • Return on Assets: 2.8% (34 bps improvement YoY)
  • Return on Equity: 11.1% (110 bps improvement YoY)
  • Gross NPA: 1.2%, Net NPA: 0.6% as on March 31, 2026

ESOP Scheme Details

  • Total ESOP pool: 94,78,967 options
  • Total options granted: 87,75,700
  • Total options allotted: 25,55,005
  • Ungranted options: 7,05,267
  • Exercise price based on 14-day average closing price preceding grant date
  • No lock-in period for shares allotted upon exercise